Page 8 - Corporate Governance Eng.

Second Rule

Proper Identification of Tasks and Responsibilities

• The corporate governance framework approved by the board of directors reflects the current tasks and responsibilities
of the board of directors, in line with the corporate governance rules, which are summarized in the following;
1) Approval of the significant goals, strategies, plans and policies of the Company, including;
a) Laying down the comprehensive strategy for the Company for the main action plans, their revision and
direction.
b) Preparation of the Company capital structure and its financial objectives.
c) Laying down performance objectives, control of execution and comprehensive performance of the Company.
d) Update of the organizational and job structures in the Company and conduct periodical reviews on them
where a new business division has been created in the company (E-District) specialized in managing electronic
applications to serve the expansion goals of Al Mazaya Holding Group, in addition to creating a new
department (health care management) concerned with managing medical facilities with the latest methods
and capabilities.

2) Approval of the annual estimated budgets and approval of the interim and annual financial statements.
3) Review of the periodical reports received from the executive management in connection with the progress
achieved in the Company activity in light of the Company’s strategic plans and objectives.
4) Supervising the major capital expenditures of the Company, acquisition and disposal of assets.
5) Verify the extent of the Company’s compliance with the policies and procedures which ensure the Company’s
observance of the applicable internal systems and regulations, with support of the Board of Directors’ Audit
Committee and Risk Management Committee as the updating of the structure of subsidiaries in the United Arab
Emirates and the financial and administrative Delegation of authorities have been completed in line with the
regulations.
6) Ensure the accuracy and soundness of the information and data which should be disclosed according to the
applicable disclosure and transparency policies and rules.
7) Approval of the Company governance system in a manner which does not contradict with the corporate
governance rules issued by the Capital Markets Authority, general supervision over it and controlling the extent of
its efficiency and amending it if required.
8) Follow up the performance of each member of the board of directors and executive management according to
the objective key performance indicators (KPIs), with the support of the Board’s Nominations and Remunerations
Committee.
9) Prepare the Company governance report to be read in the annual general assembly of the Company, which comprises the
requirements and procedures for completing the corporate governance rules and extent of compliance with them.
10) The Board Audit Committee, Risk Management committee, Nomination & Remuneration committee and
Strategic financial planning committee were formed on 13/ 5/ 2019 and the charters of the committees were
prepared which outline the committee’s duration, authorities, responsibilities. Furthermore, the committees
composition resolutions include the members names, outlining their duties, rights and tasks, in addition to the
evaluation and performance and works of such committees and their key members according to the details set forth
under this report And the Financial and Strategic Planning Committee as detailed in this report.
11) Follow up the work in accordance with the financial and administrative authorities delegated to the executive
management.
12) Preparation of Corporate Governance report and submission to CMA within the requested deadline.